The Last of the Time-Lords
by Ibelieveinsherlock247
Summary: Home-schooled by the Doctor, the TARDIS is my home, and the universe is my field trip, I am Penny, the Half-Time Lord, and daughter of the Universe, I ran before I walked, and I have been running ever since... *sequel to my other story Doctor Who story*
1. Chapter 1

**A/N: This is the sequel to my first story "Companion is not on my resume" which I recommend reading first, this starts off at the episode "The Snowmen" thanks for reading, and enjoy! P.S I do not own Doctor Who, Just my Penny and I do not also own Once a Upon a December, this is out a lot earlier than I thought, but anyway! And Willow is Penny's mother.**

"Willow," The Doctor fell to floor next to me, cradling me in his arms, the tears slowly being to form in his eyes.

"Willow that was very stupid thing to do, look what you have done! I just got you back… I just got you back" he gasped, I smiled slightly

"I couldn't stop myself, I had to, tell me Doctor… what does it feel like? Death?" he took a shaky breath

"It feels like going to asleep, though you know you're not going to wake up"

I nodded my head numbly

"Yeah… that's what it feels like, listen to me, I will only say this once… take care of her… or I swear I'll haunt your ass" he chuckled softly

"I promise" I looked up at the ceiling amazed, glinting there were millions of shining stars, like diamond's floating in an inky black sea.

"I can see the star's…. their so beautiful" a single tear escaped the corner of my eye

"Doctor… how can she see them?" Rory asked, looking up at the ceiling, for there was nothing

"Because she gave birth to a Time-Lord"

"Don't say goodbye, no, no, I hate goodbyes" I murmured, placing a finger against his lips, a hand which he took and held close to his hearts.

"So do I" the Doctor's voice cracked

"My sweet Penny"

"Where is she?"

"Doctor…. Her mind is dying…. She doesn't know"

"No…. I know…. Penny, is… she's in…. The TARDIS…. Where she belongs" I turned back to the stars as I gently drifted from this world into the next.

"So…. Beautiful…"

"No… Willow, No, Please" he held me close as he sobbed, his salty tears dripping onto my face.

He stood and looked around at the empty room.

"Kill me…. KILL ME, NOW! JUST DO IT!" He shouted

"COME ON, I'M LETTING YOU KILL ME, IT'S WHAT YOU WANT!"

"No" said a strong female voice from behind him, they turned to find a hologram Willow and she smiled when she saw the Doctor.

"Hello Doctor… my Doctor… I am dead now; I set this so when I die the TARDIS would broadcast it"

The Doctor walked over, he was about to put a hand threw her

"NO! Idiot! If you do that it will mess with the waves, causing me to disappear!"

"How are you here?"

"I am a recording"

"When?"

"When did I record this? When you were out buying Jammy Dodger's"

"Is this all then?"

"I have to tell you how I feel, I couldn't explain it then, but I can now, I found a song from my time, "Cosmic Love'" the Doctor chuckled.

"A falling star fell from your hearts and landed in my eyes,

I screamed aloud, as it tore through them

And now it's left me blind

The stars, the moon, they have all been blown out

You left me in the dark

No dawn, no day, I'm always in this twilight

In the shadow of your hearts

Then I heard your hearts beating, you were in the darkness too

So I stayed in the darkness with you… You heart is the only place I call home…" I recited, like a poem.

"Willow? Why? I can't raise Penny alone, I'd fail-"

"Don't you dare say fail" she ordered, cutting him off.

"You can raise Penny I know you can, do want to know how I know? Because you're the mad man with a blue box, and that's the exact kind of man to raise my daughter, an explorer, who lives in the moment and does his best not to think on the past, a Time-Lord, a good man that has accepted he has done wrong, but you know what? I forgive you, I forgive you because I love you and nothing else matters, when I cried you'd wipe away all of my tears, when I'd scream you'd fight away all of my fears and you still have all of me…"

"Willow, I love you and I know this hologram can't hear me, but I just want to say that out loud, I know I never did, but I'm saying it now." The hologram Willow looked like she was ready to cry.

"I- My body may be dead, but- a… my mind is still connected to this hologram, so… I'll die knowing that…" tears slowly slipped down her face.

"Well good…. Because I did love you, more than anyone in the world and I swear I will protect Penny to my last breath, I promise… I swear…" Hologram Willow sighed with happiness

"Goodbye E.T… and remember me…." With that, she just disappeared.

As the Hologram disappeared, a silver key clattered to the floor, it was the spare key to the TARDIS, the one he had given to Willow while she was pregnant with Penny.

A little while later the Doctor walked into his and Willow's bedroom and sat on their bed, no, it wasn't their bed, it was now just his.

He looked over at the baby girl, who smiled at him, showing her gums and cooing softly.

"No Mummy isn't coming back." The Doctor stood and leaned down into the crib.

"Now…. What should we call you? The Keeper? The Angel? How about The Oracle, huh?" the baby clapped her fist's together.

"Alright then… it's a deal, I'm The Doctor and you're The Oracle, okay?" he stuck his index finger into the crib, but the new-born refused to take it.

"Alright, I'm Daddy and you're just Penny, for now, anyway" she grabbed his index finger in his vice like grasp and sucked on it.

"Now… let's see what Mummy left for you" the Doctor stuck a hand under Willow's pillow and pulled out a thin, worn blue book.

"The Tales of Beetle the Bard by J.K Rowling, huh… who knew Mummy liked Harry Potter? Well then, looks like we have your bedtime story, alright, let's start" he picked Penny up gently and laid her on the bed next him.

"Three brothers travelled, along a lonely winding road at Twilight, in time the brother's reached a river…"

"…He then greeted Death as an Old Friend and went with him gladly, departing this life as equal's…" the Doctor shut the worn book, the book which spine was bent, broken and the page's taped in with years of sticky tape and he smiled at the five year old Penny.

She had grown to look so much like Willow; her long straight dark auburn hair had that brilliant shine that Willow's had, reached just past her shoulders, as well as her vivid bright twinkling blue's eyes (which had inherited the mischievous glint he had in his own) and her pale heart-shaped face always had a smile playing on her full rosy lips. She was beautiful, and the apple of his eye.

"Well, I think that's enough of Mr Beetle the Bard tonight, don't you think?" She nodded and took the book from him, sliding it under her pillow, where it rested, ready to be opened and pour out its wonderful stories the next time.

"Goodnight darling" he hugged her slim frame and kissed her forehead, then tucked her in.

"Goodnight Daddy." She mumbled sleepily.

The Doctor stood in the doorway of his daughter's room, her nightlight, which cast the outlines of the different planets known to Time Lord's, was on.

Casting a dim light across the room, the Doctor could make out the peaceful face of his daughter.

He had been so cut up about losing Amy and Rory, and of course, Willow, he had forgotten about the most important thing, his little Time-Lord.

She had been so good, trying to take care of him, bringing small plates of Jammy Dodger's before she went to bed. When he got angry or upset she'd give him a hug, even though she was so short she usually ended hugging his legs.

He silently walked over and kissed her on the forehead, pulling the blanket over her shoulders.

"Good night My Shinny Penny." He whispered as he left the room, leaving the door slightly open.

The Doctor lay in his bed, asleep, the door opened and Penny slipped in.

"Daddy… Daddy? Daddy!" the Doctor woke with a start, looking over at the little girl tiredly, her eyes were big and she was trembling.

"What's the matter Darling?" he asked his voice thick with sleep.

"I had a nightmare." she whimpered, her bottom lip trembling

"Oh, that's alright, come here," he lifted the little child into the bed, pulling the warm white blanket over them, Penny cuddled into her Father's chest and he wrapped his arms around her.

"What was the nightmare about?"

"Amy and Rory and the Angel's, in the dream the Angel's got me too…. And you wouldn't go back for me, and I was in a different time to everybody, I was all alone, nobody helped me, and you just laughed with Auntie River, you both just laughed."

"Listen to me, even if it tore New York apart I'd go back for you, don't you ever worry about me not coming back for you, I always will." He said firmly, Penny looked into her Father's eyes, who stared back, she nodded.

"Okay."

"Okay." She snuggled down into her Father's chest.

"Tell me the song… the one Mammy sang." the Doctor sighed, though complied.

"Dancing Bears, painted Wings, things I almost remember, and song someone sings, once upon a December, someone holds me safe and warm, horse's prance a silver storm, figures dancing gracefully, across my memory, far away, long ago, growing as dim as an ember… and a song someone sings, once a upon a December…"

The Doctor looked down at Penny; she was asleep, her breathing even and calm.

"No more saving the World, I've given up, hundreds of years doing and never once thanked." He didn't want Penny to have that life, he vowed to himself bitterly as he closed his eyes, letting Sleep devour him.

**England, 1842**

A little boy stood alone in the snow, making a heavy snowman, children did play nearby, but for an unknown reason, the child did not play with them.

The boy's Mother walked up from behind.

"Walter, don't you want to go play with the other children?" she asked carefully, a man came up to stand beside her

"I don't need anyone else." the woman turned to the man.

"He never talks to anyone, he's so alone, it's not right… it's not healthy." The Mother looked at her son worried, but then, with her husband, walked back into the house.

"I don't want to talk to the other children, their silly."

"Their silly." Repeated a strong, though hallow sounding voice, which appeared to be coming from the snowman.

"They're silly. Don't talk to them. They're silly." The snow man repeated.

Walter ran a short distance away from the snowman.

"Don't need anyone else. I can help you." Walter drew closer to the snowman

"How...?" he asked, curious, how indeed?

**50 years later…**

The young boy is now a sour old man watching men scraping bits of snow off snowmen with nasty toothy grins and into Kilner clip-top jars. He transported the jars back to the GI Institute and went into a laboratory. There is a large globe on legs three steps up on a dais, which also contained some snow. Electricity crackled around the place.

"The last of the arrivals have been sampled." The man, Simeon, told the snow.

"The great swarm is approaching. As humanity celebrates, so shall it end. Will the final piece be ready?" the snow replied.

"It's in hand. I serve you in this, as in everything else."

Walter Simeon spooned the snow from the jars into the globe, looking as if it was a ceremony.

"And do you keep my secrets, those men who helped us tonight?" the snow asked.

"It won't be a problem. I promised to feed them."

Simeon stood on a balcony overlooking the yard full of men, all of whom were standing in the snow, cold.

"Beg pardon, Doctor Simeon. It's been a long day. I don't see any food here." A worker informed him.

"I do." He replied curtly.

Toothy snowmen reared up from the ground.

"What is this?" another worker asked.

"I said I'd feed you. I didn't say who to." Screams of the men cut through the air as they are savaged.

**In the TARDIS**

"Penny… Penny! Peennyy!" her Father's voice sang, Penny opened her eyes to find her Father hovering over her.

"Happy seventh birthday!" he sang, smiling goofily, Penny stretched and sat up in bed, checking her watch (which hung around her neck and had belonged to Queen Victoria) she frowned.

"Daddy, it's three in the morning!" she exclaimed.

"Oh tosh, time isn't the boss of us! up you get!" he lifted her out of bed and walked into the sitting room, a messy, homemade cake, with a large candle shoved in the centre stood on the table, two presents, wrapped in TARDIS blue paper stood in a semi-circle around it, the Doctor setting her down on a chair, began to sing happy birthday, though _really_ out of key.

"Happy Birthday, Ha-ppy Bir-thday to y-ou!" Penny smiled and giggled as her Father did a little dance.

He sat down, breathless, Penny looked over at him expectedly, eyeing the present's slightly.

"Okay, present's!" Penny smiled as her Father passed her the first, which she took and sore upon.

The Doctor watched his daughter, smiling sadly.

"What is it?" she asked, politely, cutting off her Father's train of thought, he snapped back into the present to find Penny had successfully opened her first present, in her hand she held a chunky pen like object, with a TARDIS blue glass top and a black handle.

"Ah! That is a Sonic Screwdriver, based on the same design as my own, let's test it shall we?" her Father tapped his own Sonic Screw driver to her's and a burst of sparks came of the two.

"Woah, I think it's working." Penny giggled as she took the last one from her Father; it was a locket in the shape if the TARDIS, The Doctor took her hand, staring into her eyes serious.

"Now Penny, this locket belonged to your Mother, Willow, and I want you to take _extremely _good care of it, promise?" Penny nodded.

"I promise." The Doctor smiled sadly as he placed the locket around Penny's neck, he kissed her on the fore-head.

"Happy Birthday my little Time-Lord…" he whispered.


	2. Chapter 2

**A/N: Sorry for the late update! I was really busy with Homework, school and stuff, so, enjoy this chapter and see you the next time I update, Love you all- H.D**

It was a dark, cold December Eve in Olden day England, outside the local pub called the Rose and Crown, a familiar looking brunette woman was gathering empty Tankards from tables, the snow drifting from the sky tangling in her hair.

There was a toothy snowman in the yard between the Inn and the wash house. A man and a young girl, both in Victorian wear, walked past her.

"Did either of you make this snowman?" She asked, in a present Cockney accent.

"No." The man replied bluntly and began to continue on his journey with the young girl.

"Well, who did? Because it wasn't there a second ago. It just appeared, from nowhere." The man stopped, as did the girl, because he held her hand with one glove clad hand. He turned back to examine the Snowman.

"Maybe its snow that fell before. Maybe it remembers how to make snowmen." The man said thoughtfully.

"What, snow that can remember? That's silly." The woman scoffed.

"What's wrong with silly?" The little girl asked incredulously.

"Nothing. Still talking to you two, ain't I?" The girl replied smartly.

"What's your name?" The man asked as he turned back to her.

"Clara." She replied uncertainly.

"Nice name. Clara. You should definitely keep it. Goodbye!" The man rounded the corner, the young girl with him and Clara followed.

"Oi! Where are you going? I thought we was just getting acquainted."

"Those were the days." The man replied as he took the young girls had, who was obviously his daughter, for they shared the same coloured eyes, and left.

Clara started to return to the inn, then changed her mind and ran after his brougham carriage, the snow crunching under her boots.

"How refreshing to see you taking an interest again. Was she nice?" Madam Vastra asked through a graham-phone that hung from the inside of the carriage, the Doctor sat in front of it and Penny across from him.

"I just spoke to her." He replied.

"And made your usual impact, no doubt." Penny smiled.

"No, no impact at all. Those days are over." The Doctor insisted.

"You can't help yourself," Vastra replied, "It's the same story every time. And it always begins with the same two words."

"She'll never be able to find me again. She doesn't even have the name. Doctor. What two words?" He asked as the hatch suddenly opened and Clara's head appeared, startling the Doctor and Penny.

"Doctor? Doctor who?"


End file.
